Common use of Tax Contest Clause in Contracts

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

Tax Contest. Buyer or Sellers, as applicable, shall promptly notify Sellers or Buyer, as applicable, in writing upon receipt by Buyer (or, following the Closing, the Companies) or Sellers, as applicable, of a written notice of any audit or administrative or judicial proceeding with respect to Taxes of the Companies which Sellers or Buyer, as applicable, may be responsible for pursuant to Section 11.2(d) (a “Tax Claim”); provided, however, no failure or delay by Buyer or Sellers, as applicable, to provide notice of a Tax Claim shall reduce or otherwise affect the obligation of Sellers or Buyer, as applicable, hereunder except to the extent Sellers or Buyer, as applicable, is actually prejudiced thereby. Buyer and Sellers shall reasonably cooperate with each other in the conduct of any Tax Claim. Sellers shall have the right to control the conduct of any Tax Claim for a period that ends on or prior to the Closing Date if Sellers provide Buyer with notice of their election to control such claim within twenty (20) days after Buyer giving notice to Sellers of such Tax Claim. If Sellers do not elect to control any such Tax Claim within the time period set forth above, then Buyer shall be entitled to control all aspects of such claim. Buyer shall control any Tax Claim for a period that begins before and ends after the Closing Date. If the resolution of any Tax Claim for any Pre-Closing Period or Straddle Period could be reasonably likely to have an adverse effect on the party that is not in control of such claim, (A) the party in control of such claim shall keep the other party reasonably informed regarding the progress and substantive aspects of such Tax Claim, (B) the other party shall be entitled to participate in any proceedings with respect to such Tax Claim and (C) the party in control of such claim shall not compromise or settle any such Tax Claim without obtaining the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Section 8.5Agreement, the Seller Buyer shall have the right to represent exclusively control the ELN Companies’ interests in conduct of any Tax Contest relating audit or administrative or judicial proceeding with respect to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable Companies for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or taxable period other than a Straddle Period beginning after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementClosing Date.

Tax Contest. (i) Each of the Sellers and the Buyer shall notify the other party in writing within 30 days of receipt of written notice of any pending or threatened tax examination, audit or other administrative or judicial proceeding (a "Tax Contest") that could reasonably be expected to result in an indemnification obligation under this Section 7.8(d) of such other party pursuant to this Section 7.8(d). If the recipient of such notice of a Tax Contest fails to provide such notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest, but only to the extent, if any, that such failure or delay shall have adversely affected the indemnifying party's ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim, or demand for which the indemnified party is entitled to indemnification hereunder. (ii) If a Tax Contest relates to any period ending on or prior to the Closing Date or to any Taxes for which the Sellers are liable in full hereunder, the Sellers shall at their expense control the defense and settlement of such Tax Contest. If such Tax Contest relates to any period beginning after the Closing Date or to any Taxes for which the Buyer is liable in full hereunder, the Buyer shall at its own expense control the defense and settlement of such Tax Contest. The party not in control of the defense shall have the right to observe the conduct of any Tax Contest at its expense, including through its own counsel and other professional experts. The Buyer and the Sellers shall jointly represent NERC in any Tax Contest relating to (iii) Notwithstanding anything to the contrary in this Section 8.57.8(d)(4)(ii), to the Seller shall have the right to represent the ELN Companies’ interests extent that an issue raised in any Tax Contest relating to Tax liabilities controlled by one party or jointly controlled could materially affect the liability for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice Taxes of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Sellerother party, the Seller controlling party shall be liable for any Taxes that result from such Tax Contest not, and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests neither party in the Tax Contest within such 30-day periodcase of joint control shall, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or enter into a final settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaserother party, which consent may shall not be unreasonably withheld. Where a party withholds its consent to any final settlement, conditioned that party may continue or delayed by the Purchaserinitiate further proceedings, at its own expense, and may the liability of the party that wished to settle (as between the consenting and the non-consenting party) shall not be withheldexceed the liability that would have resulted from the proposed final settlement (including interest, conditioned additions to Tax, and delayed if penalties that have accrued at that time), and the Seller has indemnified non-consenting party shall indemnify the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any consenting party for such settlementTaxes.

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in (a) If a Tax Indemnitee receives a written claim for any Tax Contest relating to Tax liabilities for which the Seller Lessee would be required to indemnify the Purchaser Indemnified Parties pay an indemnity pursuant to this Article 8 Section 5.7(a)(i), the Tax Indemnitee shall notify Lessee promptly of such claim, provided that any failure to provide such notice will not relieve Lessee of any indemnification obligation pursuant to Section 5.7. If requested by Lessee in writing promptly after receipt of the Tax Indemnitee's notice, the Tax Indemnitee shall, upon receipt of indemnity reasonably satisfactory to it and which at the expense of Lessee (including all costs, expenses, legal and accountants' fees and disbursements, and penalties, interest and additions to tax incurred in contesting such claim) in good faith contest or (if permitted by applicable Law and the contest does not relate to any Pre-Closing Period; provided, however, that the Seller shall have no right income Taxes) permit Lessee to represent the ELN Companies’ interests in any Tax Contest unless contest such claim by (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxesresisting payment thereof if practicable and appropriate, (ii) shall have agreed with not paying the Purchaser in writing thatsame except under protest if protest is necessary and proper, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and or (iii) if payment is made, using reasonable efforts to obtain a refund of such Taxes in appropriate administrative and judicial proceedings. The Tax Indemnitee shall have paid determine the method of any contest conducted by the Tax Indemnitee and (in good faith consultation with Lessee) control the conduct thereof. Lessee shall determine the method of any contest conducted by Lessee and (in good faith consultation with the Tax Indemnitee) control the conduct thereof. Lessee shall pay in full all payments of Rent and other amounts payable pursuant to the Purchaser an amount equal Lease, without reduction for or on account of any Tax, while such contest is continuing. The Tax Indemnitee shall not be required to contest, or to continue to contest, a claim for Taxes under this Section 5.9 if (w) in the case of a contest related to income Taxes, the amount of such Taxes required to be paid by the Company as and when required under Applicable Lawat issue is less than *****, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (Cx) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser such contest would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser result in a manner reasonably acceptable to risk of criminal penalties or risk of a sale, forfeiture or loss of, or the Purchaser against the effects imposition of any such settlement.a Security

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in 8.4.1 If any Tax Contest relating to Indemnitee receives a written claim for any Tax liabilities for which the Seller Sublessee would be required to indemnify the Purchaser Indemnified Parties pay an indemnity pursuant to this Article 8 Section 8.1 or 8.2, such Tax Indemnitee shall notify Sublessee promptly of such claim, provided that any failure to provide such notice will not relieve Sublessee of any indemnification obligation pursuant to Section 8.1 or 8.2. If requested by Sublessee in writing within [***] days after receipt of such notice, the Tax Indemnitee shall, upon receipt of indemnity satisfactory to it and which an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to Sublessee, that a reasonable basis exists for such contest, and at the expense of Sublessee (including all costs, expenses, legal including tax counsel referred to above and accountants’ fees and disbursements, and penalties, interest and additions to tax incurred in contesting such claim) in good faith contest or (if permitted by applicable Law and the contest does not relate to any Pre-Closing Period; provided, however, that the Seller shall have no right income Taxes) permit Sublessee to represent the ELN Companies’ interests in any Tax Contest unless contest such claim by (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxesresisting payment thereof if practicable and appropriate, (ii) shall have agreed with not paying the Purchaser in writing thatsame except under protest if protest is necessary and proper, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and or (iii) if payment is made, using reasonable efforts to obtain a refund of such Taxes in appropriate administrative and judicial proceedings. A Tax Indemnitee shall have paid determine the method of any contest conducted by it and (in good faith consultation with Sublessee) control the conduct thereof. Sublessee shall determine the method of any contest conducted by Sublessee and (in good faith consultation with a Tax Indemnitee) control the conduct thereof. Sublessee shall pay in full all payments of Basic Rent and other amounts payable pursuant to the Purchaser Sublease, without reduction for or on account of any Tax, while such contest is continuing. A Tax Indemnitee shall not be required to contest, or to continue to contest, a claim for Taxes under this Section 8.4 if (w) in the case of a contest related to income Taxes, the amount of Taxes at issue is less than $[***], or (x) such contest would (or could reasonably be expected to) result in a risk of criminal penalties or a material risk of a sale, forfeiture or loss of, or the imposition of a Lien (other than a Permitted Lien) on, the Aircraft, or (y) Sublessee shall not have furnished, at Sublessee’s expense, the opinion of independent tax counsel referred to above, or (z) a Default or an Event of Default shall be continuing. If a Tax Indemnitee contests any claim for Taxes by making a payment and seeking a refund thereof, then Sublessee shall advance to such Tax Indemnitee, on an interest-free basis, an amount equal to the amount of such Taxes required to be paid by the Company Tax Indemnitee in connection with the contest and shall indemnify the Tax Indemnitee on an after-Tax basis for any material adverse tax consequences to the Tax Indemnitee of such interest-free advance. Upon the final determination of any contest pursuant to this Section 8.4 in respect of any Taxes for which Sublessee shall have made an advance to a Tax Indemnitee in accordance with the immediately preceding sentence, the amount of Sublessee’s obligation shall be determined as if such advance had not been made; and when required any indemnity obligation of Sublessee to the Tax Indemnitee under Applicable Lawthis Section 8.4 and the Tax Indemnitee’s obligation to repay the advance will be satisfied first by setoff against each other, notwithstanding and any difference owing by either party shall be paid within [***] days after such final determination. 8.4.2 Each Tax Indemnitee agrees that it shall, as soon as reasonably practicable after it becomes aware of any circumstances which shall, or could reasonably be expected to, become the subject of a claim for indemnification by such Tax Contest many Indemnitee pursuant to Section 8.1 or 8.2 or require Sublessee to indemnify or pay an amount under Section 8.9 or make an increased payment pursuant to Section 5.6, notify Sublessee in writing accordingly, provided that a failure to so notify will not have been finally determineddiminish, or relieve Sublessee of, any obligations hereunder or diminish the rights of the Tax Indemnitee. Notwithstanding Similarly, Sublessee shall, as soon as reasonably practicable after it becomes aware of any circumstances which shall, or would reasonably be expected to, result in a claim for indemnification under Sections 8.1 or 8.2 or require Sublessee to indemnify or pay an amount under or Section 8.9 or make an increased payment pursuant to Section 8.8, notify Sublessor in writing accordingly. Provided no Event of Default is then continuing, Sublessor and Sublessee shall then consult with one another in good faith, for a period of up to [***] days in order to determine what action (if any) may reasonably be taken to mitigate or avoid the foregoingincidence of the relevant Taxes (and Sublessee shall pay Sublessor’s reasonable and documented out of pocket expenses (including legal fees) in relation to any such consultations). Sublessor shall then take such steps as it agreed during such consultation to take for that purpose, if provided always that (A) the Seller shall not have given notice of their election it is fully indemnified by Sublessee to represent the CompanySublessor’s interests in the Tax Contest within such 30-day periodsatisfaction (acting reasonably) for so doing, (B) it shall not be required to take, or omit to take, any action, if the Seller shall fail effect of such action or omission would reasonably be expected to conduct such defense diligently and in good faith adversely affect Sublessor or would be contrary to applicable Law, (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller Sublessor shall not be responsible for or obliged to achieve any particular result from the taking of such steps and (D) nothing in this Section 8.4.2 shall require Sublessor to disclose or interfere with its tax affairs. 8.4.3 If any Tax Indemnitee obtains a refund or reimbursement of all or any part of any Taxes for which a full indemnity was paid by Sublessee, the Tax Indemnitee shall pay Sublessee the amount of such refund or reimbursement, reduced by any Taxes imposed on it on receipt or accrual of such refund or reimbursement and increased by any Taxes saved by it by reason of the deductibility of such payment by such Tax Indemnitee. If, in addition to such refund or reimbursement, a Tax Indemnitee receives an amount of interest on such refund or reimbursement, the Tax Indemnitee shall pay to Sublessee the portion of such interest which is fairly attributable to such refund, reduced by any Taxes imposed on the Tax Indemnitee on receipt or accrual of such interest and increased by any Taxes saved by reason of the deductibility of such payment by the Tax Indemnitee. A Tax Indemnitee shall not be required to make any payment to Sublessee pursuant to this Section 8.4 if, and for so long as, a Default or an Event of Default shall have occurred and be continuing. So long as a Default or an Event of Default shall not have occurred and be continuing, Sublessee shall be entitled set off any such amount owed by Sublessor to Sublessee against any amounts then owed by Sublessee to Sublessor. A Tax Indemnitee shall, following the cure by Sublessee or waiver by Sublessor in writing of any Default or Event of Default that was continuing when the Sublessor was otherwise obligated to make a payment to Sublessee pursuant to this Section 8.4, such payment shall be made to Sublessee or Sublessee shall be entitled to settle, either administratively set off any such amount owed to it by Sublessor. 8.4.4 Any Tax Indemnitee in its sole discretion (by written notice to Sublessee) may waive its rights to indemnification pursuant to Section 8.1 or after the commencement of litigation, 8.2 with respect to any claim for any Tax Contest and may refrain from contesting or continuing the contest of such claim, in which event Sublessee shall have no obligation to indemnify such Tax Indemnitee for the Taxes that are the subject of such claim. If any Tax Indemnitee agrees to a settlement of any contest conducted pursuant to this Section 8.4 without the prior written consent of the PurchaserSublessee, which consent may shall not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not then such Tax Indemnitee shall be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable deemed to have waived its rights to the Purchaser against indemnification provided for in Section 8.1 or 8.2 with respect to the effects of any Tax liability accepted in such settlement.

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5, (a) The Buyer shall notify the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty (30) days of receipt of written notice of any federal or state, local or foreign pending or threatened audits, adjustments or assessments (each a “Tax Audit”), which may affect the Third Party Claim Seller’s liability for Taxes, (ii) shall have agreed with . If the Purchaser in writing that, as between the Purchaser and Buyer fails to give such notice to the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller Buyer shall not be entitled to settleindemnification for any Taxes arising in connection with such Tax Audit if such failure to give notice adversely affects the Seller’s right to effectively participate in the Tax Audit. (i) If such Tax Audit relates to any Taxes or Tax items for which the Seller is liable in full hereunder, either administratively or after the commencement Seller shall at its expense control the defense and settlement of litigationsuch Tax Audit, provided, however, the Buyer shall be entitled to participate in such Tax Audit at its own expense and the Seller shall not settle any such Tax Contest Audit without the prior written consent of the PurchaserBuyer, which consent may shall not be unreasonably withheld, conditioned or delayed by delayed; (ii) if such Tax Audit relates to any Taxes or Tax items for which the PurchaserBuyer is liable in full hereunder, the Buyer shall at its expense control the defense and may settlement of such Tax Audit, provided, however, the Seller shall be entitled to participate in such Tax Audit at its own expense and the Buyer shall not settle any such Tax Audit without the written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; and delayed (iii) if such Tax Audit relates to any Taxes or Tax items that cannot be identified as being a liability in full of either party or cannot be separated from any Taxes or Tax items for which the other party is liable, the Buyer shall at its expense control the defense and settlement of the Tax Audit, provided, however, the Seller has indemnified shall be entitled to participate in such Tax Audit at its own expense and the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of Buyer shall not settle any such settlementTax Audit without the written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

Tax Contest. Buyer or Sellers, as applicable, shall promptly notify Sellers or Buyer, as applicable, in writing upon receipt by Buyer (or, following the Closing, the Company) or Sellers, as applicable, of a written notice of any audit or administrative or judicial proceeding with respect to Taxes of the Company which Sellers or Buyer, as applicable, may be responsible for pursuant to Section 12.2(d) (a “Tax Claim”); provided, however, no failure or delay by Buyer or Sellers, as applicable, to provide notice of a Tax Claim shall reduce or otherwise affect the obligation of Sellers or Buyer, as applicable, hereunder except to the extent Sellers or Buyer, as applicable, is actually prejudiced thereby. Buyer and Sellers shall cooperate with each other in the conduct of any Tax Claim. Sellers shall have the right to control the conduct of any Tax Claim for a period that ends on or prior to the Closing Date if Sellers provide Buyer with notice of its election to control such claim within twenty (20) days of Buyer notifying Sellers of such Tax Claim. If Sellers do not elect to control any such Tax Claim within the time period set forth above, then Buyer shall be entitled to control all aspects of such claim. Buyer shall control any Tax Claim for a period that begins before and ends after the Closing Date. If the resolution of any Tax Claim for any Pre-Closing Period or Straddle Period could reasonably be expected to have an adverse effect on the party that is not in control of such claim, (A) the party in control of such claim shall keep the other party reasonably informed regarding the progress and substantive aspects of such Tax Claim, (B) the other party shall be entitled to participate in any proceedings with respect to such Tax Claim and (C) the party in control of such claim shall not compromise or settle any such Tax Claim without obtaining the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Section 8.5Agreement, the Seller Buyer shall have the right to represent exclusively control the ELN Companies’ interests in conduct of any Tax Contest relating audit or administrative or judicial proceeding with respect to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable Company for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or taxable period other than a Straddle Period beginning after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementClosing Date.

Tax Contest. Notwithstanding anything Promptly following receipt by Landlord, Landlord shall deliver to Tenant copies of all assessments and/or bills or invoices received from applicable taxing authorities relating to Taxes. If Tenant reasonably determines that any levy or imposition of Taxes is excessive, Tenant may request in writing that either Landlord contest or object ("Contest") or Tenant Contest on Landlord’s behalf to the contrary levying or imposition of any such Taxes. Tenant shall so notify Landlord promptly after the assessment is made. In the event Landlord disagrees with Tenant's request, Landlord shall so notify Tenant within thirty (30) days following receipt of Tenant's notice and, if Tenant desires to continue with such Contest, then Tenant shall so notify Landlord in this Section 8.5writing and within ten (10) business days after Landlord's receipt of such notice, the Seller parties shall have appoint a mutually agreeable independent expert with at least ten (10) years' experience with real estate tax appeals for commercial properties in Prince Georges County to determine whether such an appeal should be brought. Such expert shall inform the right to represent parties of his or her determination within ten (10) business days of his or her appointment and receipt of all relevant information. If such expert agrees with Landlord that a Contest should not be brought, Tenant shall pay for the ELN Companies’ interests in any Tax Contest relating to Tax liabilities entire cost of such expert, or reimburse Landlord for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so such costs as Additional Rent within thirty (30) days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed following Landlord's written demand therefor. If such expert agrees with the Purchaser in writing that, as between the Purchaser and the SellerTenant that a Contest should be brought, the Seller costs of such expert shall be liable paid by Landlord, which costs shall not be included as an Operating Expense under this Lease. If such expert determines that such a Contest should be brought, then Landlord or Tenant, if Tenant requested to make such Contest on Landlord’s behalf, agrees to pursue diligently, in a commercially reasonable manner, such Contest. If Real Estate Taxes are subsequently reduced by a Contest or by any application or proceeding brought by or on behalf of Landlord for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to reduction in the amount of Taxes, the Taxes deemed to have accrued during such Taxes required to applicable period shall be correspondingly decreased and Landlord shall provide Tenant with a credit for any excess payment previously paid by Tenant for such period during the Company as Term, based upon its share of the reduced amount of Taxes accruing during such period, which credit shall be applied first, to reimburse Landlord for any costs and when required expenses incurred by Landlord in connection with such Contest, second, to any sums then due Landlord under Applicable Lawthis Lease, notwithstanding and third, to the next installment(s) of Rent due hereunder, until Tenant is fully credited for any excess payment, or at Landlord's option, Landlord shall promptly pay Tenant the amount of the credit due to Tenant, less any costs and expenses incurred by Landlord in connection with such Contest. In the event that such Tax Contest many does not have been finally determined. Notwithstanding result in any reduction in Real Estate Taxes, Tenant shall reimburse Landlord for the foregoing, if (A) costs and expenses incurred by Landlord in connection with the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such thirty (30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior days following written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementdemand therefor.

Tax Contest. (i) Each of ECT and Domain shall notify the other party in writing within 30 days of receipt of written notice of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (a "Tax Contest") that could reasonably be expected to result in an indemnification obligation under this Section of such other party pursuant to this Section . If the recipient of such notice of a Tax Contest fails to provide such notice to the other party, it shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest, but only to the extent, if any, that such failure or delay shall have precluded the indemnifying party's ability to defend against, settle or satisfy any action, suit or proceeding against it, or any damage, loss, claim or demand for which the indemnified party is entitled to indemnification hereunder. (ii) If a Tax Contest relates to any period ending on or prior to the Closing Date or to any Taxes for which ECT is liable in full hereunder, ECT shall at its expense control the defense and settlement of such Tax Contest. If such Tax Contest relates to any period beginning after the Closing Date or to any Taxes for which Domain is liable in full hereunder, Domain shall at its own expense control the defense and settlement of such Tax Contest. The party not in control of the defense shall have the right to observe the conduct of any Tax Contest at its expense, including through its own counsel and other professional experts. Domain and ECT shall jointly represent Mid-Gulf in any Tax Contest relating to a Straddle Period, and fees and expenses related to such representation shall be paid equally by Domain and ECT. (iii) Notwithstanding anything to the contrary in this Section 8.5, to the Seller shall have the right to represent the ELN Companies’ interests extent that an issue raised in any Tax Contest relating to Tax liabilities controlled by one party or jointly controlled could materially affect the liability for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice Taxes of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Sellerother party, the Seller controlling party shall be liable for any Taxes that result from such Tax Contest not, and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests neither party in the Tax Contest within such 30-day periodcase of joint control shall, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or enter into a final settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaserother party, which consent may shall not be unreasonably withheld. Where a party withholds its consent to any final settlement, conditioned that party may continue or delayed by the Purchaserinitiate further proceedings, at its own expense, and may the liability of the party that wished to settle (as between the consenting and the nonconsenting party) shall not be withheldexceed the liability that would have resulted from the proposed final settlement (including interest, conditioned additions to Tax and delayed if penalties that have accrued at that time), and the Seller has indemnified non-consenting party shall indemnify the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any consenting party for such settlementTaxes.

Tax Contest. Notwithstanding anything (i) Parent or the applicable Indemnified Party shall notify Xxxxx and/or the applicable Target Shareholder or Target Shareholders in writing within 30 calendar days of receipt of written notice of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (a "Tax Contest") that could reasonably be expected to result in an indemnification obligation under this Section 18 of such party pursuant to this Section 18; provided, however, that a failure to give such notice shall not affect Parent's or such Indemnified Party's right to indemnification pursuant to Section 18.2(d) unless such failure or delay shall have materially and adversely affected the indemnifying party's ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim or demand for which the indemnified party is entitled to indemnification hereunder. (ii) If a Tax Contest relates to any pre-Closing period or to any Taxes for which a Target Shareholder or Xxxxx is liable in full hereunder, the Target Shareholder or Xxxxx shall at its expense control the defense and settlement of such Tax Contest but only to the contrary extent any proposed adjustment does not relate to any period ending after the Closing Date. In addition, to the extent the Target Shareholders and/or Xxxxx, as the case may be, do not assume the defense and settlement of any Tax Contest referred to in the first sentence of this Section 8.5subclause (ii), Parent may defend such Tax Contest in a manner it deems appropriate including, but not limited to, settling such Tax Contest after giving Xxxxx, the Seller Target Shareholder or Target Shareholders, as the case may be, five days prior written notice setting forth the terms and conditions of such settlement. Notwithstanding the foregoing, neither the Target Shareholder or Target Shareholders nor Xxxxx shall agree to any settlement concerning Taxes for a pre-Closing period which may adversely impact Parent, a Target Company and its Subsidiaries or the Company and its Subsidiaries for a post-Closing period or the Tax attributes of a Target Company and its subsidiaries or the Company and its Subsidiaries without the prior written consent of Parent. If a Tax Contest relates to any post-Closing period or to any Taxes for which Parent is liable in full hereunder, Parent shall at its own expense control the defense and settlement of such Tax Contest. The party not in control of the defense shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of any Tax Contest (through attendance at meetings) at its own expense, including through its own counsel and other professional experts. Parent and the Target Shareholder or Target Shareholders of a Target Company shall jointly represent and control each Target Company and its Subsidiaries and Parent, the ELN Companies’ interests Target Shareholders and Xxxxx shall jointly represent and control the Company and its Subsidiaries, in each case in any Tax Contest relating to Tax liabilities for which a Straddle Period, and fees and expenses related to such representation shall be paid equally by Parent, on the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; providedone hand, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest Target Shareholder or Target Shareholders and Xxxxx (iii) shall have paid to the Purchaser an amount equal to extent applicable), on the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementother hand.

Tax Contest. Notwithstanding anything (a) If after the date of this Agreement: (i) Seller, Buyer or any Affiliate thereof (a “Tax Indemnitee”) receives written notice of, or relating to, an Audit from a Tax authority that asserts, proposes or recommends a deficiency, claim or adjustment (a “Tax Contest”) that, if sustained, could result in Taxes for which the other party, the Company, Dxxxx or any of their Affiliates is responsible under this Agreement (an “Indemnifying Party”), then the Tax Indemnitee shall provide or cause to be provided a copy of such notice to the contrary in this Indemnifying Party within 10 Business Days of receipt thereof and such Tax Indemnitee shall promptly forward or cause to be forwarded to Buyer (or Seller, as the case may be) relevant portions of any reports or other communications which relate to such matters. (b) The Indemnifying Party may discharge, at any time, its indemnification obligation under Section 8.56.01 by paying to the Tax Indemnitee the amount of the applicable Tax Loss calculated on the date of such payment. Subject to the provisions of Section 6.03(g), the Seller Indemnifying Party may, at its own expense, participate in and, upon notice to the Tax Indemnitee, assume the defense of any Tax Contest for which the Indemnifying Party has sole liability by providing written notice to the Tax Indemnitee within 30 days of the receipt of the notice required under Section 6.03(a) of this Agreement. If the Indemnifying Party does not assume the defense of any such Tax Contest, the Tax Indemnitee may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such Tax Contest after giving 20 days’ prior written notice to the Indemnifying Party setting forth the terms and conditions of settlement. (c) In the event of a Tax Contest that involves issues (i) relating to a potential adjustment for which the Tax Indemnifying Party has liability and (ii) that are required to be dealt with in a proceeding that also involves separate issues that could affect the Taxes of the Tax Indemnitee, to the extent permitted by Applicable Law, (A) the Indemnifying Party shall have the right at its expense to represent control the ELN Companies’ interests in Tax Contest but only with respect to the former issues and (B) the Tax Indemnitee shall have the right at its expense to control the Tax Contest but only with respect to the latter issues. (d) With respect to all other Tax Contests, Buyer shall control such Tax Contests. (e) In the case of any Tax Contest, the party that is controlling the Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; providedSections 6.03(b), however, that (c) or (d) (the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless “Controlling Party”) shall: (i) in the Seller shall have first notified case of any material correspondence or filing submitted to a Governmental Entity or any judicial authority that relates to the Purchaser in writing merits of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) provide the Seller shall not have given notice other party (the “Non-Controlling Party”) in advance of their election submission, but subject to represent applicable time constraints imposed by such Governmental Entity, with a draft copy of the Company’s interests in the portion of such correspondence or filing that relates to such Tax Contest within such 30-day periodContest, (B) the Seller shall fail incorporate, subject to conduct applicable time constraints imposed by such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoingGovernmental Entity, the Seller shall not be entitled to settleNon-Controlling Party’s comments and changes on such draft copy of such correspondence or filing, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.and

Tax Contest. Notwithstanding anything to the contrary in this Section 8.59.6, the Seller shall Shareholders will have the right to represent the ELN Companies’ Company’s interests in any Tax Contest relating to Tax liabilities for which the Seller Shareholders would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 9 and which relate to any the Pre-Closing Period; provided, however, that the Seller shall Shareholders will have no right to represent the ELN Companies’ Company’s interests in any Tax Contest unless (i) the Seller shall Shareholders’ Representative will have first notified the Purchaser in writing of their the Shareholders’ intention to do so within thirty (30) days of after the Shareholders’ Representative’s receipt of notice of the Third Party Claim for Taxes, (ii) shall Taxes and will have agreed with the Purchaser in writing that, as between the Purchaser and the SellerShareholders, the Seller shall Shareholders will be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determinedContest. Notwithstanding the foregoing, if (Ai) the Seller shall Shareholders will not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (Bii) the Seller shall Shareholders fail to conduct such defense diligently and in good faith or (Ciii) the Purchaser shall reasonably determine determines that use of counsel selected by the Seller Shareholders to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall will have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s Shareholders’ sole cost and expense. Notwithstanding the foregoing, the Seller shall Shareholders will not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by withheld in the sole discretion of Purchaser, and may not be withheld, conditioned and delayed if unless the Seller has Shareholders will have indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

Tax Contest. Notwithstanding anything to (a) Each of the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify Representative and the Purchaser Indemnified Parties pursuant to this Article 8 and which relate shall notify the other party in writing within thirty (30) calendar days of receipt of written notice of any pending or threatened Tax examination, audit, claim, adjustment or other administrative or judicial proceeding (a “Tax Contest”) (A) with respect to any Pre-Closing Period; providedPeriod or Straddle Period of the Company or (B) that could reasonably be expected to result in an indemnification obligation under this Article IX of such other party. If the recipient of such notice of a Tax Contest fails to provide such notice to the other party, howeverit shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest, but only to the extent, if any, that the Seller such failure or delay shall have adversely affected the indemnifying party’s ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim or demand for which the indemnified party is entitled to indemnification hereunder. (b) If a Tax Contest relates to any Pre-Closing Period other than with respect to any Identified Tax Matter as to which a Voluntary Disclosure Proceeding has been initiated pursuant to Section 9.12, the Representative shall have the right, at Sellers’ expense, to control the defense and settlement of such Tax Contest. The Representative shall assume the defense of such Tax Contest by notifying Purchaser in writing no right later than 30 days after the Representative receives notice of a Tax Contest. With respect to represent the ELN Companies’ interests in any Tax Contest unless for which the Representative has assumed the defense, (i) the Seller Representative shall have first notified keep the Purchaser in writing fully informed of their intention to do so within thirty days any material developments and provide copies of receipt of notice of the Third Party Claim for Taxes, all correspondence (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control observe (but not control) the defense, compromise or settlement conduct of the such Tax Contest with (through attendance at meetings or otherwise) at its own expense, including through its own counsel of its choice at and other professional experts and (iii) the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller Representative shall not be entitled to settle, either administratively or after the commencement of litigation, settle any such Tax Contest without the prior written consent of the Purchaser, which consent may shall not be unreasonably conditioned, delayed or withheld. If the Representative does not assume the defense of any such proceeding, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser may defend the matter in a manner reasonably acceptable it considers appropriate including settling such contest at the Sellers' sole cost and expense. If such Tax Contest relates to any Straddle Period, or any post-Closing period or to any Taxes for which the Purchaser against is liable in full hereunder, the effects Purchaser shall, at its own expense, control the defense and settlement of such Tax Contest. Notwithstanding the preceding sentence, if such Tax Contest relates to a Straddle Period or for which Sellers could have an indemnification obligation under this Article IX, (i) the Purchaser shall keep the Representative fully informed of any material developments and provide copies of all correspondence, (ii) the Representative shall have the right to observe (but not control) the conduct of any such settlementTax Contest (through attendance at meetings or otherwise) at its own expense, including through its own counsel and other professional experts and (iii) the Purchaser shall not settle any such Tax Contest without the prior written consent of the Representative, which consent shall not be unreasonably conditioned, delayed or withheld. (c) This Section 9.4 and not Section 8.4 shall apply in determining the control and handling of any Tax Claim.

Tax Contest. Notwithstanding anything (a) If any claim or demand for Taxes in respect of which an indemnity may be sought pursuant to the contrary ‎Section 11.02 is asserted in this Section 8.5writing against an Indemnifying Party, the Seller Indemnified Party shall have notify the right Indemnifying Party of such claim or demand within 10 days of receipt thereof, or such earlier time that would allow the Indemnifying Party to represent timely respond to such claim or demand, and shall give the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which Indemnifying Party such information with respect thereto as the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing PeriodIndemnifying Party may reasonably request; provided, however, that the Seller failure to give such prompt notice shall have no right to represent not relieve the ELN Companies’ interests in Indemnifying Party of any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxesits obligations under this ‎Section 11.04, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid except to the Purchaser an amount equal extent that the Indemnifying Party is actually prejudiced thereby. The Indemnifying Party may discharge, at any time, its indemnification obligation under this ‎Section 11.04 by paying to the Indemnified Party the amount of such Taxes required claim for Taxes, calculated on the date of such payment. The Indemnifying Party may, at its own expense, participate in and, upon notice to be paid by the Company as and when required under Applicable LawIndemnified Party, notwithstanding that assume the defense of any such claim, suit, action, litigation or proceeding (including any Tax Contest many not have been finally determinedaudit). Notwithstanding If the foregoingIndemnifying Party assumes such defense, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser Indemnifying Party shall have the right sole discretion as to control the conduct of such defense; provided, compromise or settlement of however, that the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall Indemnifying Party may not be entitled to settle, either administratively abandon or after the commencement of litigation, compromise any Tax Contest such claim without the prior written consent of the Purchaser, which Indemnified Party (such consent may not to be unreasonably withheld, conditioned delayed or delayed conditioned) if such settlement, abandonment or compromise would reasonably be expected to materially and adversely affect the Indemnified Party. The Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the PurchaserIndemnifying Party. Whether or not the Indemnifying Party chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. (b) Any payment by the Indemnifying Party of indemnified Taxes pursuant to ‎Section 11.02 shall be made in immediately available funds at least two Business Days before the date payment of the Taxes to which such payment relates is due, or, if no Tax is payable, not later than 10 days after receipt by the Indemnifying Party of written notice from the Indemnified Party stating that any Damages have been paid by the Indemnified Party and may not be withheld, conditioned the amount thereof and delayed if of the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementindemnity payment requested.

Tax Contest. Notwithstanding anything (i) Buyer shall promptly notify Seller following receipt of written notice of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to result in an indemnification obligation under Section 6.06(d)(i). If Buyer fails to provide such notice to Seller, Buyer shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest to the contrary in this Section 8.5, the Seller extent that such failure or delay shall have materially and adversely affected the right Indemnifying Party’s ability to represent the ELN Companies’ interests in defend against, settle, or satisfy any Tax Contest relating to Tax liabilities action, suit or proceeding against it, or any damage, loss, claim or demand for which the Indemnified Party is entitled to indemnification hereunder. (ii) If a Tax Contest relates solely to any Pre-Closing Period or to any Taxes for which Seller would be required to indemnify is liable in full hereunder, Seller shall at its expense control the Purchaser Indemnified Parties pursuant to this Article 8 defense and which relate settlement of such Tax Contest. If Seller does not assume the defense of any such proceeding, or the Tax Contest is not one that relates solely to any Pre-Closing Period; provided, however, that Buyer may defend the Seller shall have no right to represent the ELN Companies’ interests matter in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from a manner it considers appropriate including settling such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determinedcontest. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election agree to represent any settlement concerning Taxes which may adversely impact Buyer or the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or Company for a period ending after the commencement of litigation, any Tax Contest Closing without the prior written consent of the Purchaser, which consent may Buyer (not to be unreasonably withheld, conditioned or delayed by delayed). Buyer shall have the Purchaserright to be kept fully informed of any material developments and the right to observe the conduct of any Tax Contest (through attendance at meetings) at its own expense, including through its own counsel and other professional experts. Notwithstanding the foregoing, Buyer shall not, and after the Closing shall cause the Company not to, agree to any settlement concerning Taxes which may adversely impact Seller (or any one or more of Seller’s or its direct or indirect equity owners) or the Company for a period ending on or before the Closing Date without the prior written consent of Seller (not to be unreasonably withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementor delayed).

Tax Contest. Notwithstanding anything (a) Upon receipt of a formal written notification from a taxing authority of an audit of any Tax Returns relating to the contrary transactions contemplated by this Agreement or of a proposed adjustment to the Tax reporting of the transactions contemplated by this Agreement, Triad or Park, as the case shall be, shall promptly notify Park or Triad, as applicable, of the audit or the proposed adjustment. (b) In the case of an audit of or proposed adjustment to a Tax Return of Triad relating to the transactions contemplated by this Agreement, Park shall be permitted to participate in and conduct, at Park's expense and subject to Triad's right of supervision and review, those aspects of an audit, examination or proceeding relating to Taxes for which Park would be responsible under this Section 8.511 (a" SPIN-OFF TAX CONTEST"). Triad will deliver to Park any limited power of attorney required to enable Park and its representatives to participate in a Spin-Off Tax Contest. With respect to a Spin-Off Tax Contest, the Seller Park shall have the right to represent the ELN Companies’ interests in any Tax Contest relating determine, subject to Tax liabilities for Triad's consent which the Seller would shall not be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; providedunreasonably withheld, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified attorneys, accountants and/or experts to represent Triad in connection with the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for TaxesSpin-Off Tax Contest, (ii) shall have agreed with the Purchaser in writing thatwhether or not to protest or appeal any decision of any administrative or judicial body, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid whether or not to settle the Spin-Off Tax Contest. Triad will not agree, without Park's written consent, to any extension of the applicable statute of limitations with respect to taxable periods which include the Tax consequences of transactions subject to indemnification by Park hereunder, which consent will not be unreasonably withheld; provided that such consent of Park will not be required if the failure to agree to such extension may reasonably be expected to result in the proposed assessment of a deficiency for material Taxes unrelated to the Purchaser transactions contemplated by this Agreement. (c) In the case of an amount equal audit of or a proposed adjustment with respect to Park pursuant to Sections 6221 to 6233 of the Code and relating to the amount transactions contemplated by this Agreement (a "PARTNERSHIP ITEM TAX CONTEST"), Park shall keep Triad fully informed of the progress of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Partnership Item Tax Contest many not have been finally determined. Notwithstanding and shall permit the foregoingparticipation, if (A) the Seller supervision and review of Triad in such matter, and Park shall not have given notice of their election to represent settle the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Partnership Item Tax Contest without the prior written consent of the PurchaserTriad, which consent may shall not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

Tax Contest. Notwithstanding anything (a) Purchaser shall promptly notify Seller in writing upon receipt by Purchaser of notice of (i) any Tax audits or assessments of Seller or any of the Targets potentially involving Taxes of any of the Targets attributable to any Pre-IAED Tax Period, and/or (ii) any Tax audits or assessments of any of the Targets potentially involving Taxes for which Seller has provided or may be required to provide indemnification pursuant to the contrary in terms of this Section 8.5Agreement or any refund of Taxes for any Pre-IAED Tax Period. The failure of Seller or Purchaser to provide notice as described above shall not affect the indemnification rights of Seller or Purchaser, respectively, under this Agreement, except to the extent Purchaser or Seller, respectively, is prejudiced by Seller’s or Purchaser’s respective failure to provide the requisite notice. (b) Seller shall have the right right, at its own expense, to represent the ELN Companies’ interests elect in writing, within twenty (20) days of receiving notice of any Tax Contest relating to audits or assessments of Seller or any of the Targets (including any audit or investigation or any judicial or administrative proceeding) (such contest, a “Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate Contest”) of any Tax matter with respect to any Pre-Closing PeriodIAED Tax Period potentially involving Taxes of any of the Targets to control the contest or resolution of any such Tax Contest (any Tax Contest controlled by Seller, a “Seller Tax Contest”); provided, however, that the for any Seller shall have no right to represent the ELN Companies’ interests Tax Contest that could result in any Tax Contest unless Liability of Purchaser or any of its Affiliates for any Post-IAED Tax Period: (i) the Seller shall have first notified the keep Purchaser in writing of their intention to do so within thirty days of receipt of notice fully and timely informed of the Third Party Claim for Taxes, progress of each Seller Tax Contest; (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for permit Purchaser to review and comment on all written submissions made to any Taxes that result from such administrative or judicial body in connection with each Seller Tax Contest and attend all administrative and judicial proceedings relating to each Seller Tax Contest; and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled permitted to settle, either administratively settle or after the commencement of litigation, any compromise such Seller Tax Contest without the prior written consent of Purchaser. (c) If Seller fails within the Purchasertwenty (20) day period described in Section 6.5(b) to respond to any Tax notice and defend the resulting audit or proceeding as provided in this Section 6.5, or fails to participate in any Tax Contest which Seller has the right to control pursuant to this Section 6.5, then Purchaser or any appropriate Affiliate of Purchaser shall have the right to take control of any such Tax Contest, subject to Seller’s continuing right to participate in the defense of such Tax Contest, and, subject to Section 6.5(d) below, Seller shall be bound by the results obtained by Purchaser or any of its Affiliates. In the event that Purchaser takes control of any Tax Contest pursuant to the terms of this Section 6.5(c), Seller shall have the continuing right to participate in such Tax Contest, provided that Purchaser shall take in good faith all comments reasonably made by Seller into account. (d) Notwithstanding the foregoing, in no event shall Seller or Purchaser settle, compromise and/or concede any portion of a Tax Contest if such Tax Contest would result in Liability for the other Party (by virtue of the indemnity provisions of this Agreement or otherwise) without the written consent of such other Party, which consent may shall not be unreasonably withheld, conditioned or delayed delayed. (e) In any Tax Contest, each Party shall bear its own costs and expenses related to such Tax Contest; provided, that Seller shall bear all such costs and expenses that are indemnifiable by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable pursuant to the Purchaser against the effects of any such settlementSection 6.1.

Tax Contest. Notwithstanding anything Any party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the contrary Bank which may give rise to liability of any other party hereto, shall promptly notify the other parties hereto within five (5) business days of the receipt of such notice. Such notice shall contain factual information describing any asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such audit, assessment or adjustment. Failure to give such notification shall not affect the indemnification provided under this Section 8.5except to the extent the indemnifying party (the “Tax Indemnifying Party”) shall have been prejudiced as a result of such failure (except that the Tax Indemnifying Party shall not be liable for any expenses incurred during the period in which the Tax Indemnified Party (as defined below) failed to give such notice). Thereafter, the Seller party who is entitled to indemnification hereunder (the “Tax Indemnified Party”) shall deliver to the Tax Indemnifying Party, as promptly as possible but in no event later than ten (10) days after the Tax Indemnified Party’s receipt thereof, copies of all relevant notices and documents (including court papers) received by the Tax Indemnified Party. The parties each agree to consult with and to keep the other parties informed on a regular basis regarding the status of any Tax audit or administrative or judicial proceeding to the extent that such audit or proceeding could affect a liability of such other parties or their affiliates (including indemnity obligations hereunder), and provide the other party with copies of all written correspondence with respect to such audit or proceeding in a timely manner. In the case of a Tax audit or administrative or judicial proceeding relating solely to a taxable period ending on or before the Closing Date, CBC shall have the right, at its expense, to control the conduct of such audit or proceeding. LCNB shall have the right to represent the ELN Companies’ interests participate in any such audit or proceeding at its own expense so long as such audit or proceeding does not relate to a consolidated or combined Tax Contest relating to Tax Return or liabilities for a group of which CBC or any of its Affiliates is a member. If CBC does not timely take control of such audit or proceeding, LCNB may, at the Seller would be required to indemnify cost and expense of CBC, control the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice conduct of the Third Party Claim for Taxes, (ii) audit or proceeding. Both LCNB and CBC shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settlerepresent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, either administratively at their own expense, in any audit or after the commencement of litigation, administrative or judicial proceeding involving any Taxes with respect to any Tax Contest Return of the Bank for a Straddle Period, and no such audit or proceeding may be settled or compromised by LCNB or CBC without the prior written consent of the Purchaserboth LCNB and CBC, which consent may shall not be unreasonably withheld, conditioned . The provisions of this Section 5.19(g) (and not the provisions of Section 7.02(c)) shall govern Tax audits or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementadministrative or judicial proceedings.

Tax Contest. Notwithstanding anything Any Party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment against or with respect to the contrary Company which may give rise to liability of any other party hereto, shall promptly notify the other party hereto within five business days of the receipt of such notice. Such notice shall contain factual information describing any asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Governmental Body in respect of any such audit, assessment or adjustment. Failure to give such notification shall not affect the indemnification provided under this Section 8.5except to the extent the indemnifying party (the “Tax Indemnifying Person”) shall have been prejudiced as a result of such failure (except that the Tax Indemnifying Person shall not be liable for any expenses incurred during the period in which the Tax Indemnified Person (as defined below) failed to give such notice). Thereafter, the party who is entitled to indemnification hereunder (the “Tax Indemnified Person”) shall deliver to the Tax Indemnifying Person, as promptly as possible but in no event later than ten days after the Tax Indemnified Person’s receipt thereof, copies of all relevant notices and documents (including court papers) received by the Tax Indemnified Person. The Parties each agree to consult with and to keep the other party informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other party or its Affiliates (including indemnity obligations hereunder), and provide the other party with copies of all written correspondence with respect to such audit or proceeding in a timely manner. In the case of an audit or administrative or judicial proceeding relating solely to a taxable period ending on or before the Closing Date, Seller shall have the right, at its expense, to control the conduct of such audit or proceeding. Buyer shall have the right to represent participate in such proceeding at its own expense, and shall be entitled to control the ELN Companies’ interests disposition of any issue involved in any Tax Contest relating to Tax liabilities for such proceeding which the does not affect a potential obligation of Seller would be required (including Seller’s obligation to indemnify Buyer). If Seller does not timely take control of such audit or proceeding, Buyer may, at the Purchaser Indemnified Parties pursuant to this Article 8 cost and which relate to any Pre-Closing Period; providedexpense of Seller, however, that control the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice conduct of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser audit or proceeding. Both Buyer and the Seller, the Seller shall be liable entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceeding involving any Taxes that result from such with respect to any Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount Return of such Taxes required to be paid by the Company as for a Straddle Period, and when required under Applicable Law, notwithstanding that no such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the audit or proceeding may be settled or compromised by Buyer or Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaserboth Buyer and Seller, which consent may shall not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementdelayed.

Tax Contest. Notwithstanding anything to (i) If a party is responsible for the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties payment of Taxes pursuant to this Article 8 Section 12 (the “Tax Indemnifying Party”) and which relate the other party to this Agreement (the “Tax Indemnified Party”) receives notice of any deficiency, proposed adjustment, assessment, audit, examination, suit, dispute or other claim (a “Tax Claim”) with respect to such Taxes, the Tax Indemnified Party will promptly notify (and, in any event, within 30 days of the receipt of notice of any such Tax Claim) the Tax Indemnifying Party in writing of such Tax Claim, but the failure to so notify the Tax Indemnifying Party will not relieve the Tax Indemnifying Party of any liability they may have to the Tax Indemnified Party, except to the extent the Tax Indemnifying Party has suffered actual prejudice thereby. (ii) With respect to any Pre-Closing PeriodTax Claim, the Tax Indemnifying Party will assume and control all proceedings taken in connection with such Tax Claim and, without limiting the foregoing, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any applicable governmental Persons with respect thereto, and may either pay the Tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner; provided, however, that the Seller shall have no right to represent Tax Indemnifying Party will consult with the ELN Companies’ interests Tax Indemnified Party in the negotiation and settlement of any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the SellerTax Indemnifying Party will not, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the PurchaserTax Indemnified Party, which consent may shall not be unreasonably withheld, conditioned settle or delayed by compromise any Tax Claim in any manner if such settlement or compromise would have the Purchasereffect of increasing the Taxes of the Tax Indemnified Party (“Indemnified Party Tax Increase”); provided, that, to the extent that a Tax Claim relates to the Straddle Period, Purchaser and the Stockholder Representative will jointly control all proceedings taken in connection with any such Tax Claim. (iii) The Tax Indemnified Party will cooperate with the Tax Indemnifying Party in contesting any Tax Claim, which cooperation will include the retention and upon the Tax Indemnifying Party’s request the provision to the Tax Indemnifying Party of records and information which are reasonably relevant to such Tax Claim, and may making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. (iv) Neither party will settle or compromise a Tax Claim relating solely to Taxes of Company or a Subsidiary for a Straddle Period without the other party’s written consent, which consent shall not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementunreasonably withheld or unreasonably delayed.

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5, the Seller Parties shall have the right to represent the ELN Companies’ Corporation’s interests in any Tax Contest relating to Tax liabilities Liabilities for Taxes for which the Seller Parties would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any the Pre-Closing Period; provided, however, that the Seller Parties shall have no right to represent the ELN Companies’ Corporation’s interests in any Tax Contest unless (i) the Seller Parties shall have (A) first notified the Purchaser in writing of their its intention to do so within thirty (30) days of receipt of notice of the Third Party Claim for Taxes, (iiB) shall have agreed with the Purchaser in writing that, as between the Purchaser and the SellerSeller Parties, the Seller Parties shall be liable for any Taxes that result from such Tax Contest Contest, and (iiiC) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company Corporation as and when required under by Applicable Law, notwithstanding that such Tax Contest many may not have been finally determined. Notwithstanding the foregoing, if (Ai) the Seller Parties shall not have given notice of their election to represent the CompanyCorporation’s interests in the Tax Contest within such 30-day periodperiod as described in (A), above, (Bii) the Seller Sellers have failed to agree in writing as described in (B), above, (iii) the Parties have failed to make the payment described in (C), above, (iv) the Parties shall fail to conduct such defense diligently and in good faith or (Cv) the Purchaser shall reasonably determine that use of counsel selected by the Seller Parties to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s Seller Parties’ sole cost and expense. Notwithstanding the foregoing, the Seller Parties shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by withheld in the sole discretion of the Purchaser, and may not be withheld, conditioned and delayed if unless the Seller has Parties shall have indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

Tax Contest. Notwithstanding anything (a) In connection with any Tax Contest with respect to the contrary in this Section 8.5Returns of the Company or IGDH for any Pre-Closing Tax Period or Straddle Period, Buyer, on the Seller one hand, and Sellers, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney or other materials necessary or helpful for the conduct of any such Tax Contest. (b) Marina Holdings shall have the right to represent control, and Buyer shall have the ELN Companies’ interests right to participate in (at its own expense), any Tax Contest relating to Flow-Through Returns of an Acquired Company (any such Tax liabilities Contest, a “Flow-Through Tax Contest”) for which a Pre-Closing Tax Period, but Marina Holdings shall not settle or compromise any such Flow-Through Tax Contest without Xxxxx’s prior written consent (not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have the Seller effect of increasing a Tax Liability of an Acquired Company or its direct or indirect owners in a taxable period or portion thereof beginning after the Closing Date. To the extent permitted by applicable Law, the Acquired Company shall make a “push out” election under Section 6226 of the Code (or any similar provision of state and local Tax law) with respect to any Flow-Through Tax Contest for any Tax period beginning on or after January 1, 2018. If Marina Holdings declines (or fails) to assume control of the conduct of any Flow-Through Tax Contest within a reasonable period after being provided with written notice of such Flow-Through Tax Contest by Buyer, Buyer shall have the right to assume control of such Flow-Through Tax Contest, but Buyer shall not settle or compromise any such Flow-Through Tax Contest without Marina Holdings’ prior written consent (not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would reasonably be required expected to indemnify have the Purchaser Indemnified Parties pursuant effect of increasing Taxes of any pre-Closing direct or indirect owners of an Acquired Company. (c) Buyer shall control, and Marina Holdings shall have the right to this Article 8 participate in (at its own expense), any Flow-Through Tax Contest relating to Returns of an Acquired Company for a Straddle Period, but Buyer shall not settle or compromise any such Flow-Through Tax Contest without Marina Holdings’ prior written consent (not to be unreasonably withheld, delayed or conditioned) if such settlement or compromise would have the effect of increasing the Taxes of any pre-Closing direct or indirect owner of the Company. To the extent permitted by applicable Law, the Acquired Company shall make a “push out” election under Section 6226 of the Code (or any similar provision of state and local Tax law) with respect to any Flow-Through Tax Contest. (d) Buyer shall provide Marina Holdings with notice of any written inquiries, audits, examinations or proposed adjustments by the IRS or any other taxing authority, which relate to any Flow-Through Tax Contest within ten (10) days of the receipt of such notice. Buyer shall (and shall cause the Acquired Companies to): (i) retain all books and records with respect to Flow-Through Returns relating to any Pre-Closing Period; provided, however, that Tax Period or Straddle Period until the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice expiration of the Third Party Claim for Taxesapplicable statute of limitations (and any extension thereof), and to abide by all related record retention agreements entered into with any Governmental Body; and (ii) give Marina Holdings reasonable notice prior to transferring, destroying or discarding any such books and records and shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid allow Marina Holdings to the Purchaser an amount equal to the amount take possession of such Taxes required to be paid by the Company as books and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementrecords.

Tax Contest. Notwithstanding anything If a Party, or an affiliate of such Party, receives written communication from a Taxing Authority concerning any pending or threatened audit, claim, demand, proposed adjustment or deficiency, assessment or administrative or judicial proceeding with respect to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities Company for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any a Pre-Closing PeriodTax Period or a Straddle Period (a “Tax Claim”), then the Party to this Agreement first receiving notice of such Tax Claim promptly shall provide written notice thereof to the other Party to this Agreement; provided, however, that the Seller failure of such Party to give such prompt notice shall not relieve the other Party of any of its obligations under Section 6.2(a) hereof, except to the extent that the other Party is actually prejudiced by such failure. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Tax Authority. Seller, at its own expense, shall have no the right to represent the ELN Companies’ interests in control any pre-closing Tax Claim, provided, however, that, with respect to any Seller controlled Tax Claim which may give rise to additional Tax liability or loss of any Tax Contest unless attribute with respect to the Purchased Assets or the Business following the Closing Date, (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control participate, at its own expense, in any such Tax Claim, (ii) Seller shall consider in good faith any reasonable comments of Purchaser with respect to the defenseconduct of such Tax Claim, compromise or settlement (iii) Seller shall keep Purchaser reasonably informed of the status of such matter (including providing Purchaser with copies of all material written correspondence with a Tax Contest with counsel of its choice at the Seller’s sole cost authority regarding such matter) and expense. Notwithstanding the foregoing, the (iv) Seller shall not be entitled to settle, either administratively settle or after the commencement of litigation, compromise any such Tax Contest Claim without the prior written consent of the Purchaser, which consent may shall not be unreasonably withheld, conditioned or delayed by delayed. Tax Claims for any Tax period following the Closing Date shall be under the sole control of Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

Tax Contest. Notwithstanding anything (a) If a claim shall be made by any Tax Authority, which, if successful, might result in an indemnity payment to an Indemnified Party pursuant to SECTION 7.1(C) or SECTION 9.2, then such Indemnified Party shall give notice to the contrary Indemnifying Party in this Section 8.5writing of such claim and of any counterclaim the Indemnified Party proposes to assert (a "TAX CLAIM"); provided, however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party has been materially prejudiced as a result of such failure. (b) Except as set forth in SECTION 7.9(C) with respect to Straddle Periods, with respect to any Tax Claim made prior to the twelve (12) month anniversary of the date of this Agreement or relating to Income Taxes of the Company, in each case for a Pre-Closing Tax Period (each, a "SELLER CONTROLLED TAX CLAIM"), Seller shall, solely at its own cost and expense, control all proceedings and may make all decisions taken in connection with such Seller Controlled Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Tax Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and xxx for a refund where applicable Law permits such refund suits or contest the Seller Controlled Tax Claim in any permissible manner. Notwithstanding the foregoing, Sellers shall not settle such Seller Controlled Tax Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, and Purchaser, and counsel of its own choosing, shall have the right to represent participate fully in all aspects of the ELN Companies’ interests prosecution or defense of such Seller Controlled Tax Claim if Purchaser reasonably determines that such Seller Controlled Tax Claim could have a material adverse impact on the Taxes of the Company in a taxable period or portion thereof beginning after the Closing Date. Except as set forth in SECTION 7.9(C) with respect to Straddle Periods, Purchaser shall control all proceeding and make all decisions taken in connection with all other Tax Claims. (c) Seller and Purchaser shall jointly control and participate in all proceedings taken in connection with any Tax Contest Claim made prior to the twelve (12) month anniversary of the date of this Agreement or relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice Income Taxes of the Third Party Claim Company, in each case for Taxes, (ii) a Straddle Period and shall have agreed with the bear their own respective costs and expenses. Neither Seller nor Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for settle any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest Claim without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementother.

Tax Contest. Notwithstanding anything (i) Parent or the applicable Indemnified Party shall notify the applicable Member(s) in writing within 30 calendar days of receipt of written notice of any pending or threatened Tax examination, audit or other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to the contrary result in an indemnification obligation under this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period7.2; provided, however, that the Seller a failure to give such notice shall not affect Parent’s or such Indemnified Party’s right to indemnification pursuant to Section 7.2(c) unless such failure or delay shall have no right materially and adversely affected the indemnifying party’s ability to represent defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim or demand for which Parent or the ELN Companies’ interests in applicable Indemnified Party is entitled to indemnification hereunder. (ii) If a Tax Contest relates to any pre-Closing taxable period or to any Taxes for which a Member is liable hereunder, the Member or Members shall at their expense control the defense and settlement of such Tax Contest but only to the extent that any proposed adjustment does not relate to any period ending after the Closing Date. To the extent the Member or Members do not assume the defense and settlement of any Tax Contest unless (i) referred to in the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxespreceding sentence, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from Parent may defend such Tax Contest and (iiiat the Members’ expense) shall have paid to in the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Lawmanner it deems appropriate including, notwithstanding that but not limited to, settling such Tax Contest many not have been finally determinedafter giving the Members 20 calendar days’ prior written notice setting forth the terms and conditions of such settlement. Notwithstanding the foregoing, if (A) subject to Section 4.6(b), the Seller Member or Members shall not have given notice of their election agree to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently any settlement concerning Taxes that materially and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoingadversely affects Parent, the Seller shall not be entitled to settle, either administratively Company or after the commencement of litigation, any Tax Contest Company Subsidiary without the prior written consent of the PurchaserParent. In determining whether settlement is materially adverse, which consent may not no consideration shall be unreasonably withheld, conditioned or delayed by the Purchasergiven to any indemnification obligations under this Agreement, and may Parent’s consent shall not relieve the Members from any such indemnification obligations under this Agreement. (iii) If a Tax Contest relates to any Straddle Period, Parent and, at their election, the Member or Members shall jointly control the defense and settlement of such Tax Contest, and all fees and expenses related to such joint representation shall be withheld, conditioned paid equally by Parent and delayed the Member or Members pro rata based on tax payments by each such party (including if the Seller has indemnified Members do not elect to participate in the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such defense and settlement).

Tax Contest. Notwithstanding anything The Seller may elect to direct on its own or through counsel of its choice and at its expense, any audit, claim for refund and administrative or judicial proceeding (including the contrary in preparation and furnishing of transfer pricing studies) involving any asserted Tax liability with respect to which indemnity may be sought under this Section 8.5Clause 10 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is hereinafter referred to as a "TAX CONTEST"): (i) If the Seller elects to direct a Tax Contest, then the Seller shall have within 30 (in words: thirty) Business Days of receipt of the right Purchasers' written notice pursuant to Clause 10.2.1, but in any case no later than 3 (in words: three) Business Days before the expiry of the period for filing for the respective remedy, notify the Purchasers of its intent to do so, and the Purchasers shall cooperate and cause the Group Companies or the respective successors to cooperate, in each phase of such Tax Contest. In particular, the Purchasers shall promptly authorise, and shall cause the respective Group Company to authorise, (by power-of-attorney and such other documentation as may be necessary and appropriate) the designated representative of the Seller to represent the ELN Companies’ interests Purchasers or the respective Group Company or their successors in any the Tax Contest relating to insofar as the Tax liabilities Contest involves an asserted Tax liability for which the Seller would be required liable under this Clause 10. Further, the Purchasers shall give and shall cause the Group Companies to indemnify give reasonable information and assistance, including reasonable access to premises and personnel and including the Purchaser Indemnified Parties pursuant right to this Article 8 examine and which relate to copy or photograph the relevant documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising 43 <PAGE> or contesting any Pre-Closing Period; provided, however, that tax liability of the Seller shall have no right to represent for Taxes for the ELN Companies’ interests in any Tax Contest unless (i) Relevant Assessment Period as the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, or its professional advisers may reasonably request. (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, If the Seller shall be liable for any Taxes that result from does not elect to direct such Tax Contest and (iii) shall have paid or fails to notify the Purchaser an amount equal to Purchasers of its election as herein provided, the amount of such Taxes required to be paid by Purchasers or the respective Group Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defensemay pay, compromise or settlement contest such asserted Tax liability, provided that neither the Purchasers nor any of the Group Companies may settle or compromise any asserted Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest liability without the prior written consent of the PurchaserSeller. In any event, which consent Seller may not be unreasonably withheldparticipate, conditioned or delayed by the Purchaserat its own expense, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any Tax Contest. In such settlementcase Clause 10.2.2(i) sentence 3 shall apply mutatis mutandis.

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5Article 10, the Seller Representative shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller Significant Vendors would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 10 and which relate to any the Pre-Closing Period; provided, however, that the Seller Representative shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller Representative shall have first notified the Purchaser in writing of their the Representative’s intention to do so within thirty sixty (60) days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (Ai) the Seller Representative shall not have given notice of their his election to represent the Company’s Companies’ interests in the Tax Contest within such 30-sixty (60) day period, (Bii) the Seller Representative shall fail to conduct such defense diligently and in good faith or (Ciii) the Purchaser shall reasonably determine that use of counsel selected by the Seller Representative to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s Significant Vendors’ sole cost and expense. Notwithstanding the foregoing, the Seller Representative shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest that could adversely affect the liability for Taxes of the Purchaser, the Companies or any of their Affiliates for any period after the Closing Date to any extent (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by withheld in the sole discretion of the Purchaser, and may not be withheld, conditioned and delayed if unless the Seller has Significant Vendors shall have indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

Tax Contest. Notwithstanding anything (a) If any Taxing Authority notifies Purchaser or any of its Affiliates (including any of the Companies) of its intent to the contrary in this Section 8.5, the Seller shall have the right conduct a Legal Proceeding with respect to represent the ELN Companies’ interests in a Tax Return or Taxes of any Company (a “Tax Contest relating to Tax liabilities Contest”) for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; providedTax Period or Straddle Period or issues a notice of deficiency for Taxes for any such period, however, that Purchaser shall promptly notify the Seller shall have no right to represent the ELN Companies’ interests Representative thereof (but in any Tax Contest unless event within ten (i10) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxessuch notice). The Seller Representative, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, at the Seller shall be liable for any Taxes that result from such Tax Contest Representative’s sole cost and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Lawexpense, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control (including the defensesettlement or resolution thereof) any Tax Contest that relates to a Pre-Closing Tax Period, compromise or settlement and Purchaser shall not, and shall not allow any of the Companies to, settle, resolve, or abandon such Tax Contest (whether or not controlled by the Seller Representative) for a Pre-Closing Tax Period without the prior written permission of the Seller Representative (which shall not be unreasonably withheld, delayed, or conditioned). (b) If the Seller Representative elects to control a Tax Contest that relates to a Pre-Closing Tax Period: (i) (A) the Seller Representative shall notify Purchaser of such intent and (B) Purchaser shall promptly complete and execute, and promptly cause the applicable Company to complete and execute, any powers of attorney or other documents that the Seller Representative requests to allow the Seller Representative to control such Tax Contest; and (ii) in the case of a Tax Contest with counsel respect to a Separate Company Return that relates to a Pre-Closing Tax Period (A) prior to the Seller Representative taking control, Purchaser shall cause the applicable Company to control such Tax Contest in good faith; (B) the Seller Representative shall keep Purchaser reasonably informed regarding the status of such Tax Contest once the Seller Representative assumes control; (C) Purchaser, at its choice at the Seller’s sole cost and expense. Notwithstanding , shall have the foregoingright to participate, or cause the applicable Company to participate, in such Tax Contest, and (D) the Seller Representative shall not, and shall not be entitled to allow any of the Companies to, settle, either administratively resolve or after the commencement of litigation, any abandon such Tax Contest without the prior written consent permission of Purchaser (which shall not be unreasonably withheld, delayed, or conditioned) if settlement, resolution, or abandonment would result in a Purchaser Indemnified Party incurring any material Taxes that the Seller Representative is not required to pay under this Agreement. (c) If the Seller Representative does not elect to control a Tax Contest that relates to a Pre-Closing Tax Period: (i) Purchaser shall cause the applicable Company to control such Tax Contest in good faith; (ii) Purchaser shall keep the Seller Representative reasonably informed regarding the status of such Tax Contest; and (iii) if requested by the Seller Representative, Purchaser shall settle (or cause the applicable Company or other Affiliate to settle) such Tax Contest on terms acceptable to the applicable Taxing Authority and the Seller Representative (provided that such settlement will not result in a Purchaser Indemnified Party incurring any material Taxes that the Seller Representative is not required to pay under this Agreement). (d) The Seller Representative and Purchaser jointly shall represent the interests of any of the PurchaserCompanies in any Tax Contest with respect to a Tax Return or Taxes for a Straddle Period. Neither the Seller Representative nor Purchaser shall, nor shall allow any of their respective Affiliates to, settle, resolve, or abandon such Tax Contest for a Straddle Period without the prior written permission of the other party (which consent may shall not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementdelayed).

Tax Contest. Notwithstanding anything to the contrary in this Section 8.5Article 9, the Seller shall have the right to represent the ELN Companies’ Company’s or any Subsidiary’s interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 9 and which relate to any the Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ Company’s or any Subsidiary’s interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their the Seller’s intention to do so within thirty (30) days of receipt of notice of the Third Party Claim for Taxes, (ii) Taxes and shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determinedContest. Notwithstanding the foregoing, if (Ai) the Seller shall not have given notice of their its election to represent the Company’s or any Subsidiary’s interests in the Tax Contest within such 30-day period, (Bii) the Seller shall fail to conduct such defense diligently and in good faith or (Ciii) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest that could adversely affect the liability for Taxes of the Purchaser, the Company, any Subsidiary or any of their Affiliates for any period after the Closing Date to any extent (including the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of loss or credit carryforwards) without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by withheld in the sole discretion of the Purchaser, and may not be withheld, conditioned and delayed if unless the Seller has shall have indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

Tax Contest. Notwithstanding anything Tenant may, at its sole cost and expense, contest the validity or amount of any Imposition for which it is responsible, in which event the payment thereof may be deferred to the contrary extent permitted by Applicable Law, during the pendency of such contest, if diligently prosecuted. Fifteen (l5) days prior to the date any contested Imposition shall become delinquent, Tenant shall deposit with Landlord or, at the election of Tenant, such bank or trust company having its principal place of business in this Section 8.5Victoria, Texas, selected by Tenant and reasonably satisfactory to Landlord (the Seller “Imposition Trustee”), an amount sufficient to pay such contested item, together with any interest and penalties thereon and the estimated fees and expenses of any Imposition Trustee, which amount shall have be applied to the right payment of such items when the amount thereof shall be finally determined. In lieu of such cash deposit, Tenant may deliver to represent Landlord a surety company bond in form and substance, and issued by a company, satisfactory to Landlord, or other security reasonably satisfactory to Landlord. Nothing herein contained, however, shall be construed to allow any Imposition to remain unpaid for such length of time as would permit the ELN Companies’ interests Premises, or any part thereof, to be sold or seized by any Governmental Authority for the nonpayment of the same. If at any time, in any Tax Contest relating the judgment of Landlord reasonably exercised, it shall become necessary to Tax liabilities for which do so, Landlord may, after written notice to Tenant, under protest if so requested by Xxxxxx, direct the Seller would application of the amounts so deposited or so much thereof as may be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice prevent a sale or seizure of the Third Party Claim for Taxes, (ii) shall have agreed with Premises or foreclosure of any lien created thereon by such item. If the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to deposited exceeds the amount of such Taxes required to payment, the excess shall be paid to Tenant, or, in case there should be any deficiency, the amount of such deficiency shall be promptly paid on demand by the Company as and when required under Applicable LawTenant to Landlord (provided Landlord has advanced such amount), notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoingand, if (A) not so paid, such amount shall be a debt of Tenant to Landlord, together with interest thereon at the Seller Interest Rate from the date advanced until paid. Tenant shall not have given notice promptly furnish Landlord with copies of their election all proceedings and documents with regard to represent the Company’s interests in the Tax Contest within such 30-day periodcontest of any Imposition, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser Landlord shall have the right right, at its expense, to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.participate therein.‌

Tax Contest. Notwithstanding anything The party from whom indemnification is sought pursuant to this ARTICLE X (the contrary in this Section 8.5, the Seller "INDEMNIFYING TAX PARTY") and its duly appointed Representatives shall have the sole right to represent the ELN Companies’ interests in defend, negotiate, resolve, settle or contest any claim for Tax Contest relating made by a taxing authority with respect to Tax liabilities for which the Seller would be required to indemnify Indemnifying Tax Party has indemnified the Purchaser Indemnified Parties pursuant to person seeking indemnification under this Article 8 and which relate to any Pre-Closing PeriodARTICLE X (the "INDEMNIFIED TAX PARTY"); provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing contest of their intention to do so within thirty days such claim can be pursued on a basis separate from and without implication for any other Tax items or portions of receipt of notice Tax Returns of the Third Indemnified Tax Party Claim for Taxes, or its Affiliates not relating to the indemnified Tax; (ii) shall have agreed with the Purchaser Indemnifying Tax Party shall, upon the request of the Indemnified Tax Party, acknowledge in writing thatits liability to the Indemnified Tax Party for the contested Tax and any additional interest, penalties, or expenses arising as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that a result from of such Tax Contest contest; and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Indemnifying Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller Party shall not have given notice initiate any claim, settle any issue, file any amended Tax Return, take or advocate any position or otherwise take any action that could adversely affect the Indemnified Tax Party or any of their election to represent its Affiliates (including, but not limited to, the Company’s interests in imposition of income Tax deficiencies, the Tax Contest within such 30-day reductions of asset basis, or cost adjustments, the lengthening of any amortization or depreciation period, (B) the Seller denial of amortization or depreciation deductions, or the reduction of loss or credit carry-forwards), without the written consent of the Indemnified Tax Party, which consent shall fail to conduct such defense diligently not be unreasonably withheld; and provided, further, that, the Indemnified Tax Party may, at its own expense, participate in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise negotiation, resolution, settlement or settlement contest of the Tax Contest with such claim, and employ counsel of its choice for purposes of such participation. If the Indemnifying Tax Party does not assume the defense of a claim for the Tax made by a taxing authority with respect to which the Indemnifying Tax Party has indemnified the Indemnified Tax Party under this ARTICLE X (or which the Indemnifying Tax Party has not acknowledged its liability to the Indemnified Tax Party), the Indemnified Tax Party may defend the same at the Seller’s sole cost and expense. Notwithstanding reasonable expense of the foregoingIndemnifying Tax Party in such manner as it may deem appropriate including, but not limited to, settling such audit or proceeding with the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the PurchaserIndemnifying Tax Party, which consent may shall not be unreasonably withheld, conditioned or delayed . All costs and expenses reasonably incurred by the PurchaserIndemnified Tax Party in connection with such defense (including, without limitation, reasonable attorney' and may not accountants' fees) shall be withheld, conditioned and delayed if reimbursed by the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementIndemnifying Tax Party.

Tax Contest. Notwithstanding anything (i) Buyer shall promptly give written notice to Seller of the contrary proposed assessment or commencement of any Tax audit or administrative or judicial or other Tax proceeding or of any demand or claim (a “Tax Contest”) on any Acquired Company with respect to any Pre-Closing Tax Period or Straddle Tax Period. Such notice shall contain factual information describing the Tax Contest in this Section 8.5reasonable detail and shall include copies of any notice or other document received from any Governmental Authority in respect of any such asserted Tax Contest. (ii) In the case of a Tax Contest that relates to any Pre-Closing Tax Period of any Acquired Company, Seller shall have the sole right, at its expense, to direct and control, through counsel of its own choosing, the conduct of such Tax Contest. If Seller elects to direct and control any such Tax Contest, Seller shall within thirty (30) days of receipt of the notice of the Tax Contest notify Buyer of its intent to do so, and Buyer shall cooperate and shall cause each Acquired Company (as applicable) to fully cooperate, at Seller’s expense, in each phase of such Tax Contest. If Seller elects not to control the conduct of such Tax Contest, Buyer or any Acquired Company (as applicable) may assume control of such Tax Contest, at Buyer’s sole expense. However, in such case, (A) Seller shall have the right to represent participate jointly (but not control) with Buyer at its sole cost and expense in the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing conduct of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day periodContest, (B) in any event, Buyer shall keep Seller reasonably informed with respect to the Seller shall fail to conduct of such defense diligently Tax Contest, including providing copies of any correspondence with the applicable Governmental Authority, and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual neither Buyer nor any Acquired Company may settle or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the any asserted Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest liability without the prior written consent of Seller. (iii) In the Purchasercase of a Tax Contest that relates to any Straddle Tax Period, Seller may elect to direct and control, through counsel of its own choosing, the conduct of such Tax Contest. If Seller elects to direct and control any such Tax Contest, Seller shall within thirty (30) days of receipt of the notice of the Tax Contest notify Buyer of its intent to do so, and Buyer shall cooperate and shall cause each Acquired Company (as applicable) to fully cooperate, at Seller’s expense, in each phase of such Tax Contest. If Seller elects not to direct such Tax Contest, Buyer or any Acquired Company (as applicable) may assume control of such Tax Contest, at Buyer’s sole expense. However, in such case, neither Buyer nor any Acquired Company may settle or compromise any asserted liability without the prior written consent of Seller, which consent may shall not be unreasonably withheldwithheld or delayed. In any event, conditioned or delayed by Buyer shall keep Seller reasonably informed with respect to the Purchaserconduct of such Tax Contest, including providing copies of any correspondence with the applicable Governmental Authority, and Seller may not be withheldparticipate, conditioned and delayed if at its own expense, in the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementTax Contest.

Tax Contest. Notwithstanding anything to (a) After the contrary Closing, Purchasers shall promptly notify Seller in this Section 8.5, writing of the Seller shall have the right to represent the ELN Companies’ interests in commencement of any Tax Contest relating that relates to the Acquired Companies for a taxable period (or portion thereof, determined in accordance with Section 13.2) ending on or before the Closing Date. Such notice shall contain factual information (to the extent known to Purchasers or the Acquired Companies) describing the asserted Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 liability in reasonable detail and which relate to shall include copies of any Pre-Closing Periodnotice or other document received from any Governmental Authority in respect of any such asserted Tax liability; provided, however, that any delay or failure to give such prompt notification shall not affect Seller’s obligation to provide indemnification pursuant to Section 12.2(a)(iv) with respect to such Tax Contest except and only to the extent that Seller shall have no right to represent is adversely impacted as a result of such failure. (b) In the ELN Companies’ interests in case of any Tax Contest unless that relates to the Acquired Companies for any taxable period ending on or before the Closing Date other than with respect to a Consolidated Tax Return (i) the determined in accordance with Section 13.6(d)), Seller shall have first notified the Purchaser elect in writing delivered to Purchasers whether or not to assume the defense of their intention and control the conduct of, or to do so within thirty days participate in, such Tax Contest. Such written notice shall set forth Seller’s acknowledgement of receipt responsibility for the defense of notice of the Third Party Claim for Taxes, (ii) such Tax Contest. Seller shall have agreed with the Purchaser in writing that, as between the Purchaser allow Purchasers and the Seller, the Seller shall be liable for Acquired Companies and their counsel to participate at their expense in any Taxes that result from such Tax Contest so assumed and (iii) controlled by Seller, and Seller shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that not settle any such Tax Contest many without the written consent of Purchasers, which consent shall not have been finally determinedbe unreasonably withheld, conditioned or delayed. Notwithstanding If Seller elects not to assume the foregoingdefense of any such Tax Contest or portion thereof, if Purchasers may, without prejudice to its right to indemnification pursuant to Section 12.2(a)(iv), defend (Aor choose not to defend) the Seller shall not have given notice of their election to represent the Company’s interests same in the Tax Contest within such 30-day period, manner as it may deem appropriate. (Bc) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser Purchasers shall have the right to control the defense, compromise or settlement conduct of the any Tax Contest with for any taxable period that begins before and ends after the Closing Date. Purchasers shall allow Seller and its counsel of its choice to participate at the Seller’s sole cost expense in any such Tax Contest described in this Section 13.6(c), and expense. Notwithstanding the foregoing, the Seller Purchasers shall not be entitled to settle, either administratively or after the commencement of litigation, settle any such Tax Contest without the prior written consent of the PurchaserSeller, which consent may shall not be unreasonably withheld, conditioned or delayed by delayed. (d) Notwithstanding any other provision in this Agreement to the Purchasercontrary, Seller and its Affiliates shall exclusively control the conduct of any notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or judicial proceeding, suit, dispute or other claim involving any Consolidated Tax Return, and may not be withheld, conditioned Seller and delayed if the Seller has indemnified the Purchaser its Affiliates shall have sole discretion in a manner reasonably acceptable to the Purchaser against the effects of administering any such settlementclaims including the right to settle such claims, including any extensions or waivers relating thereto. (e) For purposes of clarity, where the provisions of this Section 13.6 and Section 12.3 conflict, the provisions of this Section 13.6 shall control.

Tax Contest. (A) The Seller and the Buyer shall notify the other party in writing within 30 days of the notifying Party's receipt of written notice of any pending or threatened tax examination, Audit or other administrative or judicial proceeding (a "Tax Contest") that could reasonably be expected to result in an indemnification obligation of such other Party pursuant to this Section 6.8(d). If the recipient of such notice of a Tax Contest fails to provide such notice to the other Party, the recipient shall not be entitled to indemnification for any Taxes arising in connection with such Tax Contest, but only to the extent, if any, that such failure or delay shall have adversely affected the indemnifying Party's ability to defend against, settle, or satisfy any action, suit or proceeding for which the indemnified Party is entitled to indemnification hereunder. (B) To the extent that a Tax Contest relates to any period ending prior to the Closing Date (and does not relate to any Taxes for which the Buyer is liable in full hereunder) or to any Taxes for which the Seller is liable in full hereunder, the Seller shall at its expense control the defense and settlement of that part of such Tax Contest. If such Tax Contest relates to any period beginning on or after the Closing Date (and does not relate to any Taxes for which the Seller is liable in full hereunder) or if a Tax Contest relates to any Taxes for which the Buyer is liable in full hereunder, the Buyer shall at its own expense control the defense and settlement of that part of such Tax Contest. The Party not in control of the defense shall have the right to observe the conduct of any Tax Contest at its expense, including through its own counsel and other professional experts. The Buyer and the Seller shall jointly represent SRC in any Tax Contest relating to a Straddle Period, and fees and expenses related to such representation shall be paid equally by the Buyer and the Seller. (C) Notwithstanding anything to the contrary in this Section 8.56.8(d)(4)(B), to the Seller shall have the right to represent the ELN Companies’ interests extent that an issue raised in any Tax Contest relating to Tax liabilities controlled by one Party or jointly controlled could materially affect the liability for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice Taxes of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser not in writing that, as between the Purchaser and the Sellersole control, the Seller controlling Party shall be liable for any Taxes that result from such Tax Contest not, and (iii) shall have paid to neither party in the Purchaser an amount equal to the amount case of joint control shall, enter into a final settlement of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaserother Party, which consent may shall not be unreasonably withheld. Where a Party withholds its consent to any final settlement, conditioned that Party may continue or delayed by the Purchaserinitiate further proceedings, at its own expense, and may (as be tween the consenting and the non-consenting party) the lia bility of the Party that wished to settle shall not be withheldexceed the liability to it that would have resulted from the proposed final settlement (including additions to Tax and penalties that have accrued at that time), conditioned and delayed if the Seller has indemnified non- consenting party shall indemnify the Purchaser consenting party for any amount in a manner reasonably acceptable excess of such liability. This Section 6.8(d)(4) shall not apply to any issue relating to the Purchaser against allocation of the effects of any such settlementPurchase Price pursuant to Section 3.4.

Tax Contest. Notwithstanding anything If the Purchaser or Company Group receives notice of a claim by a Tax authority in respect of Taxes of any Company Group for a Pre-Closing Tax Period which may give rise to a liability of a Company Securityholder under this Agreement, then the Purchaser shall promptly give written notice to the contrary in this Section 8.5Securityholder Representative; provided, however, the Seller failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of such failure. After the Effective Date, except as set forth in the next sentence, the Company Group shall control the conduct, through counsel of its own choosing, of any audit or other proceeding involving any asserted Tax liability or refund with respect to any Company Group (a “Tax Contest”); provided that to the extent a Company Securityholder could have any material liability under this Agreement with respect to such Tax Contest, the Securityholder Representative shall have the right to represent the ELN Companies’ interests participate in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest at the Company Securityholders’ expense, and (iii) the Company Group shall have paid to the Purchaser an amount equal to the amount not settle, compromise and/or concede any such portion of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the PurchaserSecurityholder Representative, which consent may shall not be unreasonably withheld, conditioned or delayed by delayed. In the Purchasercase of a Tax Contest after the Effective Date that relates to the Pre-Closing Reorganization or solely to taxable period ending before the Effective Date, the Securityholder Representative, at the expense of the Company Securityholders, shall control the conduct of such Tax Contest, using counsel reasonably satisfactory to the Company Group provided, however, that the Securityholder Representative’s right to control the conduct of such Tax Consent shall be conditioned on Company Securityholders first depositing the amount of any outstanding Tax Liability at issue in such Tax Contest and the Securityholder Representative must first consult, in good faith with Purchaser before taking any material action with respect to the conduct of such Tax Claim. The Company Group shall have the right to participate in such Tax Contest at its own expense, and may Securityholder Representative shall not settle, compromise and/or concede any portion of such Tax Contest without the written consent of the Company Group, which shall not be unreasonably withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementor delayed.

Tax Contest. Notwithstanding anything (a) The Purchaser and the Seller Representative will notify ("Tax Claim Notice") the other in writing within 15 Business Days after receipt by either party of any written notice from any Taxing Authority of any Tax Contest, provided, however, that the failure of one party to give such notice to such other party will not relieve the other party of its indemnification obligations under this Agreement except to the contrary in this Section 8.5extent, if any, that such party has been actually prejudiced thereby. (b) Within 15 Business Days after the Seller Representative's receipt of a Tax Claim Notice relating to a Pre-Closing Period of an Acquired Company, the Seller shall have Representative may, by written notice to the right Purchaser, elect to represent assume the ELN Companies’ interests in any defense of such Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing PeriodContest; provided, however, that the Seller shall have no right Representative will not be entitled to represent control (or retain control of) the ELN Companies’ interests in any defense of such Tax Contest unless if the Indemnification Escrow Amount (or the then available portion of such Indemnification Escrow Amount, after deducting therefrom the aggregate amount of any and all pending or previously paid claims under the Escrow Agreement) is reasonably expected to be less than 50% of the amount of the claim or assessment asserted in writing by any Taxing Authority (as quantified by such Taxing Authority at the onset of such Tax claim or at any point during such Tax Contest with such Taxing Authorities) in such Tax Contest. If the Seller Representative timely and properly elects to assume the defense of a Tax Contest related to a Pre-Closing Period pursuant to Section 7.7(b), the Seller Representative will (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice bear its own costs and expenses (on behalf of the Third Party Claim for TaxesSellers), (ii) shall have agreed keep the Purchaser reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Purchaser of any related correspondence, and providing the Purchaser with an opportunity to review and comment on any material correspondence before sending it to any Taxing Authority), (iii) consult with the Purchaser in writing that, as between connection with the Purchaser and the Seller, the Seller shall be liable for defense or prosecution of any Taxes that result from such Tax Contest and the negotiation and settlement of any Tax claim, and (iiiiv) shall have paid to provide such cooperation and information as the Purchaser an amount equal will reasonably request, and the Purchaser will have the right, at its own expense, to participate in (but not control) the amount defense or prosecution of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding (including participating in any discussions with the foregoingapplicable Taxing Authorities regarding such Tax Contest), if (A) provided, however, that the Seller shall Representative will not have given notice of their election to represent the Company’s interests in the Tax Contest within settle or compromise (or take any other actions with respect to) such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, Purchaser (which consent may will not be unreasonably withheld, conditioned or delayed delayed). (c) The Purchaser will control the defense of any Tax Contest that (i) the Seller Representative fails to properly or timely elect to control or cannot elect to control (or loses its right to control) pursuant to Section 7.7(b), or (ii) relates to a Straddle Period; and the Seller Representative will cooperate with the Purchaser in pursuing the defense of such Tax Contest. The Sellers will reimburse the Purchaser for all reasonable costs and expenses incurred by the Purchaser relating to any Tax Contest described in Section 7.7(b) that Seller Representative would have been permitted to control under Section 7.7(b) but did not elect (or failed to properly or timely elect) to control; provided, however, that (i) the Purchaser will bear its own costs and expenses relating to any Tax Contest described in Section 7.7(b) if the Seller Representative loses its right to control such Tax Contest under Section 7.7(b) (or would have lost its right to control such Tax Contest under Section 7.7(b) if Seller Representative had elected to control such Tax Contest) as a result of insufficient Indemnification Escrow Amount as provided in Section 7.7(b), and (ii) the Purchaser will bear its own costs and expenses relating to any other Tax Contests described in this Section 7.7(c). In connection with any Tax Contest that is described in this Section 7.7(c) and controlled by the Purchaser, the Purchaser will (i) keep the Seller Representative informed of all material developments and events relating to such Tax Contests (including promptly forwarding copies to the Seller Representative of any related correspondence, and providing the Seller Representative with an opportunity to review and comment on any material correspondence before sending it to any Taxing Authority), and (ii) consult with the Seller Representative in the negotiation and settlement of any such Tax Contest. The Seller Representative may participate in (but not control) the conduct of such Tax Contests at its own expense (on behalf of the Sellers), and the Purchaser will not settle or compromise any such Tax Contest described in this Section 7.7(c) without the prior written consent of the Seller Representative, which consent will not be unreasonably withheld, conditioned and delayed if the Seller has indemnified the Purchaser or delayed. (d) Notwithstanding anything in a manner reasonably acceptable ARTICLE 8 to the Purchaser against contrary, the effects procedures set forth in this Section 7.7 will exclusively govern the conduct of any such settlementTax Contests relating to the Acquired Companies.

Tax Contest. Notwithstanding anything The Seller may elect to direct on its own or through counsel of its choice and at its expense, any audit, claim for refund and administrative or judicial proceeding (including the contrary in preparation and furnishing of transfer pricing studies) involving any asserted Tax liability with respect to which indemnity may be sought under this Section 8.5Clause 10 (any such audit, claim for refund or proceeding relating to an asserted Tax liability is hereinafter referred to as a "TAX CONTEST"): (i) If the Seller elects to direct a Tax Contest, then the Seller shall have within 30 (in words: thirty) Business Days of receipt of the right Purchasers' written notice pursuant to Clause 10.2.1, but in any case no later than 3 (in words: three) Business Days before the expiry of the period for filing for the respective remedy, notify the Purchasers of its intent to do so, and the Purchasers shall cooperate and cause the Group Companies or the respective successors to cooperate, in each phase of such Tax Contest. In particular, the Purchasers shall promptly authorise, and shall cause the respective Group Company to authorise, (by power-of-attorney and such other documentation as may be necessary and appropriate) the designated representative of the Seller to represent the ELN Companies’ interests Purchasers or the respective Group Company or their successors in any the Tax Contest relating to insofar as the Tax liabilities Contest involves an asserted Tax liability for which the Seller would be required liable under this Clause 10. Further, the Purchasers shall give and shall cause the Group Companies to indemnify give reasonable information and assistance, including reasonable access to premises and personnel and including the Purchaser Indemnified Parties pursuant right to this Article 8 examine and which relate to copy or photograph the relevant documents and records for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any Pre-Closing Period; provided, however, that tax liability of the Seller shall have no right to represent for Taxes for the ELN Companies’ interests in any Tax Contest unless (i) Relevant Assessment Period as the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, or its professional advisers may reasonably request. (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, If the Seller shall be liable for any Taxes that result from does not elect to direct such Tax Contest and (iii) shall have paid or fails to notify the Purchaser an amount equal to Purchasers of its election as herein provided, the amount of such Taxes required to be paid by Purchasers or the respective Group Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defensemay pay, compromise or settlement contest such asserted Tax liability, provided that neither the Purchasers nor any of the Group Companies may settle or compromise any asserted Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest liability without the prior written consent of the PurchaserSeller. In any event, which consent Seller may not be unreasonably withheldparticipate, conditioned or delayed by the Purchaserat its own expense, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any Tax Contest. In such settlementcase Clause 10.2.2(i) sentence 3 shall apply mutatis mutandis.

Tax Contest. Notwithstanding anything Section 14.3, if Buyer receives any written claim or notification which involves the assertion of any claim, or the commencement of any investigation, examination, audit, suit, action or proceeding relating to a matter that is the contrary subject of the representations or covenants set forth in this Section 8.510 (a “Tax Contest”), Buyer shall, within ten days of receiving notice of such claim, notify CTI in writing of such Tax Contest and shall give CTI such information with respect to the Seller shall have the right to represent the ELN Companies’ interests Tax Contest as CTI may reasonably request. Except as otherwise provided in this Section 10.4, CTI shall, at its own expense, participate in and control any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties CTI is providing indemnification pursuant to Section 10.3 or Section 14.2(a), and may, at its own expense, participate in and, assume control over the defense of any matter at issue in such Tax Contest. In connection with any Tax Contest with respect to which CTI elects to assume control, CTI shall, except with respect to items indirectly affecting Taxes of the Company or any Subsidiary for which CTI has not agreed to be liable and subject to Buyer’s right to consent contained in this Article 8 Section 10.4, have the exclusive power to contest, settle, prosecute, defend and make decisions and elections in respect of such Tax Contest, and determine the manner in which relate the prosecution or defense is conducted, the contest or settlement occurs, or the decisions or elections are made. Buyer may, at its own expense, participate in any such Tax Contest other than a Tax Contest that involves the consolidated, combined or unitary group that includes CTI. At no time shall Buyer or the Company settle or otherwise compromise, prosecute or defend without the prior written consent of CTI, any Tax Contest of which CTI assumes control in accordance with this Section 10.4 and any settlement or compromise made by Buyer or the Company with respect to such Tax Contest shall not be effective and shall be null and void with respect to CTI to the extent CTI is prejudiced by such action. Each of the parties hereto and their respective Representatives shall cooperate with each other party hereto and their respective Representatives, as reasonably requested thereby, in the prosecution, defense, settlement or contest of any Tax Contest. Buyer shall promptly provide CTI with copies of all notices and other correspondence and information received by Buyer or the Company with respect to any Pre-Closing PeriodTax Contest. Buyer hereby grants any Tax practitioner retained by CTI, in connection with any Tax Contest of which CTI assumes or continues control in accordance with this Section 10.4, with power of attorney to act on behalf of Buyer and the Company in respect of such Tax Contest; provided, however, that the Seller shall have no right terms of any settlement or agreement, to represent the ELN Companies’ interests in any Tax Contest unless extent such settlement or agreement (i) provides that Buyer or the Seller shall have first notified the Purchaser in writing of their intention Company take or refrain from taking any actions or make any payments for which Buyer is not fully indemnified pursuant to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, Section 14.2 or (ii) would cause any material detriment to the Buyer or the Company in any period ending after the Closing Date, shall have agreed with the Purchaser in writing thatbe on terms and conditions reasonably acceptable to Buyer and, as between the Purchaser and the Sellerif applicable, the Seller shall be liable for any Taxes that result from Company and subject to Buyer’s consent to such Tax Contest and (iii) shall have paid Settlement, not to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld. Buyer shall provide, conditioned or delayed by cause the PurchaserCompany to provide, to CTI a separate power of attorney granting CTI the power to control a particular Tax Contest in the manner set forth in this Agreement in form and may not be withheld, conditioned substance reasonably satisfactory to Buyer and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementCTI.

Tax Contest. Notwithstanding anything (i) If any Governmental Entity issues to the contrary in this Section 8.5Company or its Subsidiaries (A) a notice of its intent to audit or conduct another Proceeding with respect to Taxes or Tax Returns of the Company or its Subsidiaries for any Pre-Closing Tax Period or Straddle Period or (B) a notice of deficiency for Taxes for any Pre-Closing Tax Period or Straddle Period, the Purchaser shall notify the Seller of its receipt of such communication from the Governmental Entity within five (5) days of receipt. (ii) The Purchaser shall control any audit or other Proceeding in respect of any Taxes or Tax Returns of the Company or a its Subsidiaries (a “Tax Contest”); provided, however, so long as the Overall Cap has not been reached (A) the Seller, at its sole cost and expense, may elect pursuant to Section 6.10(e)(iii) to control any Tax Contest to the extent it relates to a Taxes or Tax Returns of the Company or its Subsidiaries for a taxable period ending on or prior to the Closing Date; (B) the Seller, at its sole cost and expense, shall have the right to represent the ELN Companies’ interests participate in any Tax Contest relating to the extent it relates to Taxes or Tax liabilities Returns of the Company or its Subsidiaries for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any a Pre-Closing Tax Period or Straddle Period; providedand (C) the Purchaser shall not, howeverand shall not allow the Company or its Subsidiaries, that to settle, resolve or abandon a Tax Contest (whether or not the Seller shall have no right to represent controls or participates in such Tax Contest) for a Pre-Closing Tax Period or Straddle Period without the ELN Companies’ interests in any Tax Contest unless (i) prior written consent of the Seller (which consent shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxesnot be unreasonably withheld, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and delayed or conditioned). (iii) shall have paid If the Seller elects to control a Tax Contest for a taxable period ending on or prior to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable LawClosing Date, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notify the Purchaser of such intent within ten (10) days of receiving notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, Contest; (B) the Purchaser shall promptly complete and execute, and promptly cause the Company or its Subsidiaries to complete and execute, any powers of attorney or other documents that are necessary (or that Seller reasonably requests) to allow the Seller to control such Tax Contest; (C) prior to the Seller taking control, the Purchaser shall control, or cause the Company or applicable Subsidiary to control such Tax Contest in good faith and after the Seller takes control, the Seller shall fail to conduct control, such defense Tax Contest diligently and in good faith faith; and (D) while it controls a Tax Contest, the Seller shall (1) keep the Purchaser reasonably informed regarding the status of such Tax Contest; (2) allow the Purchaser, the Company or applicable Subsidiary, at the Purchaser’s sole cost and expense, to participate in such Tax Contest; and (C3) not settle, resolve, or abandon any such Tax Contest without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, delayed, or conditioned). (iv) If the Seller does not elect to control a Tax Contest for a taxable period ending on or prior to the Closing Date, it may elect to participate in the Tax Contest, in which case (A) the Seller shall notify the Purchaser of such intent; (B) the Purchaser shall reasonably determine that use of counsel selected by control, or cause the Seller Company or applicable Subsidiary to represent the Purchaser would present such counsel with an actual or potential conflict of interestcontrol, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice in good faith and at the Seller’s sole cost and expense. Notwithstanding ; (C) the foregoingPurchaser shall take (and shall cause the Company or the applicable Subsidiary of the Company to take) all actions reasonably required to ensure that the Seller has the right to participate in the Tax Contest; and (D) if reasonably requested by the Seller, the Seller Purchaser shall not be entitled settle (or cause the Company or applicable Subsidiary to settle, either administratively or after ) the commencement of litigation, any Tax Contest without on terms acceptable to the applicable Governmental Entity and the Seller (provided that the terms of such settlement (1) does not result in the Purchaser, the Company or any Subsidiary incurring any material Tax that the Seller not required to pay or indemnify under this Agreement and (2) shall be subject to the prior written consent of the Purchaser, which consent may shall not be unreasonably withheld, conditioned delayed or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementconditioned).

Tax Contest. Notwithstanding anything (i) In the event of any proposed audit, assessment, examination, claim or other controversy or proceeding relating to Tax matters pursuant to which Seller may incur an indemnification obligation under this Agreement (each, a “Tax Contest”). Buyer shall, or shall cause the Company to, within fifteen (15) days of becoming aware of such Tax Contest, notify the Seller in writing of such Tax Contest. Such written notice shall contain factual information (to the contrary extent known) describing such Tax Contest in this Section 8.5reasonable detail and shall be accompanied by copies of any notice or other documents received from any Tax Authority with respect to such Tax Contest. If Buyer fails to provide the Seller with such written notice and, as a result, the Seller is actually prejudiced by such failure, then the Seller shall be relieved of any indemnification obligation under this Agreement with respect to such Tax Contest. This Section 7.7(d) shall govern the notice, control and conduct of any Tax Contest and Section 9.5 shall not apply. (ii) The Seller shall have the right (but not the obligation) to represent the ELN Companies’ interests in control any Tax Contest relating (at its own expense) that relates to Tax liabilities for which one or more taxable periods ending on or before the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing PeriodDate; provided, however, that the (a) Seller shall have no right will provide Buyer with written notice of its election to represent the ELN Companies’ interests in any control such Tax Contest unless no later than fifteen (i15) days after receiving written notice of such Tax Contest from Buyer, (b) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from will control such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or and Buyer will have the right (Cbut not the obligation) to participate (at its own expense) in such Tax Contest as set forth in this Section 7.7(d)(ii), (c) the Purchaser shall Seller will keep Buyer reasonably determine that use apprised of counsel selected by the initiation and status of such Tax Contest, and the Seller will consult with Buyer regarding such Tax Contest upon Buyer’s request from time to represent time, (d) the Purchaser would present Seller will provide to Buyer copies of all correspondence received from the applicable Tax Authority, (e) the Seller will provide to Buyer copies of, and the reasonable opportunity to comment on, any written materials to be provided to the applicable Tax Authority, including good faith consideration with respect to any such counsel with an actual or potential conflict of interestcomments, then in each such case the Purchaser shall (f) Buyer will have the right to control be present at, and participate fully in, any meetings, conferences or appearances with respect to such Tax Contest, and (g) the defenseSeller will not settle, compromise or settlement of the abandon such Tax Contest with counsel without the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that if Buyer does not give its choice at the Seller’s sole cost and expense. Notwithstanding the foregoingconsent to any such requested settlement or compromise, the Seller shall not be entitled liable for any amount arising from such Tax Contest above its portion of the settlement or compromise amount for which the Seller sought Buyer’s consent. (iii) Buyer shall control each Tax Contest (at its own expense) other than any Tax Contest controlled by the Seller pursuant to Section 7.7(d)(ii); provided, that (A) Buyer will control such Tax Contest diligently and in good faith, and the Seller will have the right (but not the obligation) to participate (at the Seller’s expense) in such Tax Contest as set forth in this Section 7.7(d)(iii), (B) Buyer will keep the Seller reasonably apprised of the initiation and status of such Tax Contest, and Buyer will consult with the Seller regarding such Tax Contest upon Seller’s request from time to time, (C) Buyer will provide to the Seller copies of all correspondence received from the applicable Tax Authority, (D) Buyer will provide to the Seller copies of, and the reasonable opportunity to comment on, any written materials to be provided to the applicable Tax Authority, including good faith consideration with respect to any such comments, (E) the Seller will have the right to be present at, and participate fully in, any meetings, conferences or appearances with respect to such Tax Contest, and (F) Buyer will not settle, either administratively compromise or after the commencement of litigation, any abandon such Tax Contest without the prior written consent of the Purchaser, Seller (which consent may shall not be unreasonably withheld, conditioned delayed or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlementconditioned).